Zoetis Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Investment Corporation
April 17 2020 - 4:30PM
Business Wire
Zoetis Inc. (NYSE: ZTS) has been notified of an unsolicited
“mini-tender offer” by TRC Capital Investment Corporation (“TRC”)
to purchase up to 1,000,000 shares of Zoetis common stock,
representing approximately 0.21% of the outstanding shares of
Zoetis common stock.
TRC’s offer price of $109.00 per share is approximately 4.9%
lower than the $114.61 closing price per share of Zoetis common
stock on April 3, 2020, the last trading day before the
commencement of the offer, and approximately 14.5% below the
$127.45 closing price per share of Zoetis common stock on April 16,
2020, the last trading day before the date of this press
release.
TRC has made similar, unsolicited mini-tender offers for shares
of other publicly traded companies. Zoetis does not endorse TRC’s
unsolicited mini-tender offer and is not associated in any way with
TRC, its mini-tender offer or its mini-tender offer documents.
TRC’s offer price is below the current market value for shares
of Zoetis common stock. In addition, TRC’s offer is subject to
numerous conditions, including TRC’s ability to obtain financing,
there being no decrease to the market price of Zoetis common stock
since April 6, 2020, and no material worsening of the COVID-19
pandemic since April 6, 2020. Zoetis therefore recommends that
stockholders reject this unsolicited offer and not tender their
shares in response to TRC’s offer, or, if stockholders have
already tendered shares, that they withdraw their shares by
providing the written notice described in the TRC mini-tender offer
documents prior to the expiration of the offer, currently scheduled
for 12:01 a.m. (New York City time) on May 6, 2020.
Mini-tender offers, such as TRC’s offer, seek to acquire less
than five percent of a company’s outstanding shares and allow the
bidder to avoid many of the disclosure and procedural requirements
that the U.S. Securities and Exchange Commission (the “SEC”)
requires for tender offers. As a result, mini-tender offers do not
provide investors with the same level of protections as provided by
larger tender offers under the U.S. federal securities laws. The
SEC has cautioned investors that some bidders making mini-tender
offers at below-market prices are “hoping that they will catch
investors off guard if the investors do not compare the offer price
to the current market price.” The SEC’s cautionary advice to
investors regarding these offers is on its website at:
www.sec.gov/investor/pubs/minitend.htm.
Zoetis urges investors to obtain current market quotations for
their shares, to consult with their broker or financial advisor and
to exercise caution with respect to TRC’s offer.
Zoetis encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at:
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Zoetis requests that a copy of this press release be included
with all distributions of materials relating to TRC’s mini-tender
offer related to shares of Zoetis common stock.
About Zoetis
Zoetis is the leading animal health company, dedicated to
supporting its customers and their businesses. Building on more
than 65 years of experience in animal health, Zoetis discovers,
develops, manufactures and commercializes medicines, vaccines and
diagnostic products, which are complemented by biodevices, genetic
tests and precision livestock farming. Zoetis serves veterinarians,
livestock producers and people who raise and care for farm and
companion animals with sales of its products in more than 100
countries. In 2019, the company generated annual revenue of $6.3
billion with approximately 10,600 employees. For more information,
visit www.zoetis.com.
DISCLOSURE NOTICES
Forward-looking Information: This
press release contains forward-looking statements, which reflect
the current views of Zoetis with respect to general industry
conditions and competition, general economic factors, the impact of
the recent global outbreak of novel coronavirus disease (COVID-19),
business plans or prospects, future operating or financial
performance, future guidance, future operating models, expectations
regarding products, future use of cash and dividend payments, and
other future events. These statements are not guarantees of future
performance or actions. Forward-looking statements are subject to
risks and uncertainties. If one or more of these risks or
uncertainties materialize, or if management's underlying
assumptions prove to be incorrect, actual results may differ
materially from those contemplated by a forward-looking statement.
Forward-looking statements speak only as of the date on which they
are made. Zoetis expressly disclaims any obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. A further list and
description of risks, uncertainties and other matters can be found
in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, including in the sections thereof captioned
“Forward-Looking Statements and Factors That May Affect Future
Results” and “Item 1A. Risk Factors,” in our Quarterly Reports on
Form 10-Q and in our Current Reports on Form 8-K. These filings and
subsequent filings are available online at www.sec.gov,
www.zoetis.com, or on request from Zoetis.
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version on businesswire.com: https://www.businesswire.com/news/home/20200417005596/en/
Media Contacts: Christina Lood
1-973-822-7249 (o) christina.lood@zoetis.com Kristen
Seely 1-973-443-2777 (o) kristen.seely@zoetis.com Investor Contacts: Steve Frank 1-973-822-7141 (o)
steve.frank@zoetis.com Marissa Patel 1-973-443-2996 (o)
marissa.patel@zoetis.com
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